


Sleeper Car

by Kathar



Category: The Avengers (Marvel) - All Media Types
Genre: 1930s spy AU, First Time, Get Together, M/M, PWP, Suit Porn, Trains, bottom!Phil, heavy on the PWP, light on the spy, they do it with mirrors, white tie
Language: English
Status: Completed
Published: 2014-01-17
Updated: 2014-01-17
Packaged: 2018-01-09 00:22:25
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings, No Archive Warnings Apply
Chapters: 1
Words: 7,337
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1139237
Author URL: https://archiveofourown.org/users/Kathar/pseuds/Kathar
Summary: <blockquote class="userstuff">
              <p>On the night train out of Budapest, Phil Coulson is dealing with the fallout of an operation that went badly wrong and nearly killed Clint Barton-- the man for whom he has a hopeless passion.</p><p>Well, Phil thinks it's hopeless. Clint is about to prove him wrong.</p><p>The working title of this story was "Gratuitous Sleeper Car Suit Porn."</p>
            </blockquote>





	Sleeper Car

**Author's Note:**

> This was a Christmas present to the fabulous, incomparable Beta J, who leapt into Pamela with me feet first, learned to swim at my side, and even edits my porn despite being my sister. I’m glad you enjoyed it; I’ve enjoyed how well we get along since you started editing me.
> 
> To my braintwin and tandem porn-writing partner Faeleverte, who beta’d this: thank you and you’re welcome.
> 
> To everyone else: yeah. 7K words, about half of it true porn. Enjoy.

Phil Coulson sighed and re-capped his pen gently, then set it in its case. He blotted the letter he'd finished, folded it into an envelope, and was just reaching across the room to pull his stationery portfolio from his case when the train hit an unexpected bend, and he was flung a whole three feet across his cabin and into his closet. His dressing gown, hanging on a hook behind the door, fell from its hanger onto his face.

Which, naturally, was when Clint Barton opened the door right into his ribcage.

"Sir!" he said, "are you all right?"

"Ow," Phil said, pushing the gown back and looking up. He glanced away quickly when he realized that up got him a superb view of the inseam of Barton's black trousers, the generous curve that led up to the points of his waistcoat, before ending far above in light eyes canted down at him, sparkling their concern.

"Do you need a hand?"

"Ow," Phil said again, mouth gone dry, "can you move?" Because of course, after an afternoon and evening playing least in sight any time other than meals (a real feat on a moving train) Barton was now standing so close Phil couldn't get up.

"Oh, yes, of course." Barton did not move back into his own cabin. That would have been too logical, apparently. Instead, he stepped carefully over Phil, giving him an even better view of certain assets as he rolled onto Phil's bed, already made up for the night. He tucked his knees up, looped his arms around them, and raised his eyebrows.

Phil grabbed the edge of the open door frame, and the remains of his dignity, and pulled himself upright, bringing his dressing gown with him. Barton glanced over it at it, then at Phil, who looked back in dismay.

"What have you been doing?" he asked, shocked. Barton's trousers and waistcoat he recognized from dinner, but his coat was gone, his tie was gone, his collar was gone, his sleeves were rolled up and his forearms were covered in muscle--er, soot. The waistcoat was never going to be seen in decent society again. And he was barefoot.

Barton shrugged, stuffing his hands in his pockets.

"You asked me to ingratiate myself to the envoy's secretaries, so I did. Well-- that was the intent, at any rate. They're very bad at poker, very quick to accuse a guy of cheating, and too fat to fit out the gaming car's windows."

Phil buried his head in his hands.

"In all fairness," Barton mused, as Phil collapsed next to him on the narrow bed, "I'm not the one they accused of cheating. That was Stark. He's the one who thought of the window, too-- I followed to make sure he didn't fall off the train. Didn't think you'd appreciate if he fell off the roof after all the trouble we went through to get him back."

"Hmph," said Phil, resting his elbows on his knees and staring down at his hands. Barton's body was warm next to his, shifting infinitesimally with the rocking motion of the sleeper car as the train thrummed down the tracks. He realized he was holding his breath, waiting. After a long moment, he felt Barton's chest heave as he sighed, then his weight shifted, lightening the bed as he stood.

Phil looked up as Barton flipped up the top of the little corner counter to reveal the porcelain washbasin beneath. He began scrubbing the soot from his forearms as Phil watched. From the little Phil could catch in the oblique angle of the mirror, he could see Barton's head down, a lock of his hair come loose and flopping in front of his eyes. Barton brushed it away with the back of one forearm, and Phil's gaze, following it, caught his in the mirror for a brief moment.

The back of Barton's neck turned abruptly and rather heart-stoppingly pink.

Phil stood slowly, then stepped and closed the door to the adjoining cabin with a soft snick, before leaning his back to it. Barton didn't flinch. The cabin was so small they took up nearly the entire open space just standing, and he could have reached out to run his knuckles up the outsides of Barton's thigh without reaching far at all.

His fingers twitched.

Barton finished his ablutions, rubbed his arms thoroughly with a towel, and turned his head over his shoulder towards Phil.

"So," he said, "you weren't exaggerating at dinner; I see you didn't even bother to undress before getting to work. Did your oh-so-important correspondence get finished, sir?"

"It did, and I'll post it from the next station. That should allow Fury to move on the moles, so that mess in Budapest won't have been entirely in vain."

"I didn't mind Budapest, myself," Barton said, snapping the cabinet lid back down on the sink, and turning to Phil.

"Didn't mind it? If I had been a minute later, you'd never have left it," Phil said, willing himself not to remember the way his heart had stopped until Barton, lying in his arms, had finally breathed again. The far too much that he knew had been showing in his face when the man opened his eyes.

"Yes, but you weren't a minute later, and here I am. You don't often take an active part in our adventures these days. I wish you would; I found it... enlightening." Barton reached out and ran his fingers up under Phil's lapels, to hook under his collar. Phil blinked down at him, his face burning, his knees suddenly gone weak-- or maybe that was the train car again, rattling its way along the valley of the Danube in the heavy dark, vibrating beneath his feet.

"Ah. And to what were you... enlightened?" Phil asked, trying his best to draw his eyes away from the curve of Barton's lips. It backfired when he found himself caught in the man's searching gaze.

"You don't need me to tell you," he said, and released Phil's collar, only to reach up and pluck the pince nez from the bridge of his crooked nose. Barton smiled at it, slipped it into Phil's breast pocket, and patted the pocket fondly, while Phil blinked and tried to swallow down the sudden constriction in his chest.

"Mind you, I did wonder, after the house in Soho." He went to work at Phil's bowtie, long fingers sliding the ends out, whipping the white pique length from around his collar with a firmness that brought Phil to attention, then folding it neatly and depositing it on the wooden counter. "But, well, that could have been either the danger-- or the laudanum. It wasn't enough to put stakes on."

"That... may be the first time I've heard you counsel caution," Phil realized how shallowly he'd been breathing when the simple sentence took all the air in his lungs. The mere presence of Barton, the spice of his cologne and the scent of verbena soap wafting from his still-damp skin, paralysed him. His hands were still at his sides, not even clenched.

"Oh," Barton breathed, "I've always been careful of you, sir." His fingers were, indeed, being very careful about Phil's neck, removing his collar, brushing warm against his neck. Just as Phil registered the electricity they sent through him, they drifted down, down, until they hooked onto Phil's watch chain, followed it both ways, and poured watch, chain, and fob into his palm.

His back, strong, broad, still streaked with soot along the satin back of his waistcoat, was reflected in the wavy panes of glass in the window, and the nape of his neck and the gold of his hair curved against Phil's own pale and sober form. Phil watched his reflection as he brought a hand up, ran it along the top of those shoulders to cup the back of Barton's neck and feel the scratch of the short hairs there, the blood pulsing under smooth skin.

"Yes," Phil breathed, "that you have been." He shifted his thumb to nestle under Barton's jaw and tilted his head up. "I wouldn't have minded a little more of your usual impulsiveness."

"Ah, well, you could always have said something, yourself, sir." Phil looked back to the window once, to his reflection, a blinking, balding stuffed shirt of middle-aged man, and his laugh came out mostly rueful.

"No, I really couldn't, Clint," he said gently. "Even if I had realized you were so inclined, it would have placed you in a potentially invidious position. I would not have done that either to you and Natasha, nor to the Directorate. You are too valuable to be treated cavalierly." Phil would not, and could not, bring himself to quite look Clint in the eyes, even as his voice broke on the last sentence. He felt Clint shift, and shook his head. "Before you go any further now, you might try using my proper name for once. If you even can." Clint's mouth opened wide, his eyes twinkled, his fingers hooked in Phil's now empty watch pockets, and he leaned forward so that his face was mere inches away.

"Phil," he breathed, grinning, challenge riding in his gaze.

Phil kissed him.

Thoroughly.

Filthily.

Taking the time to match all his frequent daydreams about those lips to reality.

They nipped and clung for what seemed like an eternity, although when he finally pulled away and heaved in a breath, the train was still speeding along in its sway-back way, the sky was still black outside the window, and Clint's face, cupped between his palms, was flushed. His eyes had gone dark, his lips had gone red and swollen, and his own hands were clutched desperately around Phil's lapels.

It was the best Phil had ever seen him look, and he was something of an expert.

They stared at each other like that, desperately searching each others' face, for a long moment, before Clint swallowed, and Phil saw a look of determination come over him.

Before Phil could react, Clint had shoved his tailcoat right off his shoulders, and was beginning to push his arms down, to strip it further.

The coat landed on the doorknob to the adjoining cabin, which was far better than the fate that would have awaited it on the floor, and Phil was in no mood to have rescued it. Clint was undoing his cufflinks, one in each hand, while nibbling kisses along his jawline. Phil's brain went on a sudden ramble in which the only thing that registered was the brush of fingers against his wrist, and came back in time to recognize that his own hands had, of their own accord, begun to return the favor for Clint.

The cufflinks joined the collar, tie and watch on the cabinet, and were quickly followed by the studs of Phil's shirt, as Clint's deft fingers worked them out. Phil stared down at those fingers as they ran up his stiff shirt front, under the placket, to start at his shirt buttons, working with an attention to detail that sent Phil's blood spiraling southward.

Then the train took another sharp curve, he and Clint swayed against each other, Clint grabbed onto him to stay upright, arms solid around his waist, and a loud thump from the corridor outside the car made them jump. The thump was followed by the swish of fabric against wood and a low cursing, which moved rapidly off.

Phil pushed Clint back, holding on to both his shoulders while he gathered himself.

"Too damn close," he said, willing his fingers to stop clenching around the firm curves of the man's muscles. "Too damn little privacy, Clint." Clint shook his head, pressing against his hands.

"My cabin's on one side, Nat's is on the other, and she won't say anything. To you, any road. It's late; almost everyone's in bed, I want to be in bed with you, and I promise, si-- Phil-- I can be very, very, quiet."

Phil nodded, as lost and loose a gesture as Clint's headshake had been.

"Just check that the door's locked," he said.

Clint did.

Phil watched him do it, long fingers sliding along the lock, and took half a moment to attempt to collect his thoughts. They were driven away again immediately when Clint turned back to him, mischief alight in his eyes.

"All secure. Better?"

Phil's response was to draw him in by the waist, lay his lips on Clint's, and work Clint's shirt open while he kissed him, spreading the neck wide enough that he could slide his hand underneath. His fingers trailed over the warm flesh of Clint's breastbone and the scattering of silky hair that showed above the edge of his undershirt.

"Better," he muttered as he slid Clint's waistcoat off him, then thumbed up under his braces, pulled them off his shoulders, and buried his face under Clint's jaw. He reeled as the scent of Clint's skin-- sweat and spice and gunpowder-- hit him, but it didn't stop him from bunching the cool cotton of his shirt in both hands and shoving until he could grab at the strong arms underneath.

"Oh. Oh, god--" He could feel Clint's throat bob under his tongue as the man swallowed, and he nipped at it until he was manhandled off long enough for Clint to stare at him, panting, then tear at his waistcoat, suddenly fumble-fingered, until it, too was gone. His own braces snapped as they were pulled off him, and Clint tugged insistently, his fingers busy about the tab between shirt and waistband, until his shirt and undershirt were up and Clint's hands were warm against his belly.

Phil nearly came from the unexpected sensation of fingernails scraping along his chest, the pull of hair as Clint grabbed on.

He managed to struggle out of his shirt somehow, before pulling Clint back into a heavy kiss, biting his warm lip then pressing in until Clint's mouth opened beneath him and his tongue could explore. He was dimly aware he'd shoved the man back against the cabinet, and that his hands had moved from jaw, to shoulder, to elbow, to waist, until he was fumbling at Clint's trousers buttons, wool fine and warm under his hands.

Then he was pushing, fumbling, and Clint was doing the same to him, scrambling to free the nearly unbearable pressure of his cock against the tailored dress trousers.

Phil gasped against Clint's mouth as Clint's hands found his cock and pressed, palm rubbing up against the hard length trapped under thin cotton, then pushing the waistband down far enough to free him. Clint's fingers trailed up his shaft to spiral over his head, learning by feel. Phil's were doing the same to Clint, and he marvelled at the heat, smoothness, weight of him, the eagerness with which Clint's cock jumped in his hands.

He realized he was saying something, muttering it against Clint's teeth-- perhaps Clint's name, perhaps yes, perhaps please please god please don't stop.

That earned him a growl from somewhere low in Clint's throat, that vibrated against his lips, and then the breath was driven out of him as Clint surged forward, wrapping arms around him, and spun them both, so that he had Phil pinned, the back of the cabinet digging into his spine, as Clint's hands went everywhere at once.

Phil whined, shifted to try and ease the pressure on his back, and just ended up grinding himself into Clint's insistent hips. Clint laughed, lips busy against his, trailed his hands down Phil's thighs, and hoisted.

"Holy--" Phil bit off, one hand slapping against the wall and feet shooting out to brace against his bunk. "Clint, this isn't the most... I can't help much from up here..." he panted, realizing just how wide he'd spread his legs around Clint in order to stabilize himself. Clint grinned at him, nipped at his neck, then pulled back, taking Phil's undershirt with him. Phil shifted one hand, then the other, to help him, rocking with the swaybacked motion of the car. 

He blinked in the low light, as Clint moved back the six inches or so the cabin allowed, and drank him in with his eyes, from crown to cock. 

"You worry too much, Phil," he purred. "I'll take care of you. Have you _exactly_ ," and his thumbs caught in Phil's waistband and tugged, "where I," Phil shifted his hips up and felt trousers and undergarments slide together, leaving him bare to the cool lacquer beneath, "want you." Off one leg, then the other, shoes, socks, and (with little snaps that stung his skin deliciously) sock garters caught up in their wake, until Phil was entirely naked and open to Clint, pinned against the cabinet by the heat of his body, limbs spread. 

Clint shook his head, eyes black in the low light, his gaze intent and even a little awed.

"God, Phil," his voice caught, "look at you. I didn't think I'd ever-- _look_ at you."

"Look at _me_? Look at _you_." Phil realized he probably sounded somewhat bewildered still, and felt it under the determination he saw in Clint's face, the purpose in every twitch of his muscle as he ran his hands up Phil's thighs. He ducked his head under the weight of that gaze and moaned softly in his throat. Ducking his head brought the window into view again, the two of them entwined, Clint's body melting into his on the pane while behind them, the deep woods swept on past in the night.

He was yet watching their reflections as Clint, still clad in his undershirt, braces dangling forgotten low on his hips against the black of his trousers, cock jutting out of the cloth, sank to his knees. His face disappeared between Phil's quivering haunches, the mop of hair gleaming golden against Phil's belly. 

Phil felt the breath on his cock, felt it leap in response, and flung his head back as Clint's warm tongue licked a stripe up it from root to tip. It hit the mirror sharply, but the pain was lost in how light-headed he already felt. He leaned his forehead against his arm, letting his own pulse under the warm flesh center him, and concentrated on breathing, on keeping silent, throat catching in microscopic sobs at each brush of Clint's soft lips against his head, the tickle of his fingers along the underside of his shaft, down, through the fuzz, back, under....

" _God_ ," Phil keened as one calloused fingertip insinuated its way between wood and flesh and crooked up to caress gently over his entrance. He bucked up, straight into Clint's mouth, and slammed back down at the overwhelming sensation of wet warmth. It nearly drove the finger into him. Clint was laughing again, the huff of breath and tickle against his cock merely dissolving him further. Between the slip of the unyielding lacquer spreading his cheeks and that hot insistent finger, an aching emptiness was building deep within him. "God have mercy, Clint," he choked out, "need you in me. _Please_."

That stopped the laughter. 

Clint drew back, mouth open and working, no words coming out. He was all power and muscle, tawny and perfect between Phil's legs, and he looked utterly overwhelmed, utterly at a loss, one hand still twitching on Phil's thigh, the other drifting down to press against his open fly.

And _Phil_ had done that to this glorious man. The urge to swoop down onto him, cover him, manhandle him into position and take what Phil wanted was nearly overwhelming. 

The realization that a sheer lack of space meant that someone was going to fracture a kneecap in the attempt was the only thing that prevented him.

Finally, Clint shut his mouth, nodded once, and drew himself back together. Phil had watched Barton move from socialite to predator between the roll of one step and the next, many times in his life. It was nothing to the awe he felt now, watching Clint focus, realizing he was the man's target. He looked away again, just long enough to catch the grace of Clint's rise in the window, before Clint's mouth covered his own. The kiss was edged with desperation, and Phil put a hand up to Clint's cheek, shivering at the stubble rough under his hand as he cupped the fine bone of Clint's jaw.

"Where?" Clint managed to gasp between nips of his lips, and Phil shifted until he could reach behind him to the little shelves and pull down his shaving kit. He fumbled the top open with shaking fingers, and rummaged by feel, split between concentrating on his goal and on the electric rub of Clint's undershirt against his nipples. 

He finally palmed the little jar of Vaseline, and pressed it into Clint's large, warm hand. Clint's fingers spasmed around it like he'd caught something of immense value. He kissed Phil again, with single-minded fire, while dimly in the distance Phil heard the little jar open. The backs of knuckles raised goosebumps along his inner thigh as they slid in, ghosted back down to under him to find and press gently, rubbing at his rim. Phil shuddered and shifted, trying to bear down on them, and had to catch his hands on Clint's shoulders as he nearly slid off the top of the cabinet.

Clint grumbled against his teeth.

"This is not working," he said after a moment, backing off and looking Phil over with with pursed lips.

Phil felt his blush rising (or spreading, at any rate, as it was moving south as well as north.)

"If you'd prefer we switch...." he started. 

"No!" Clint's eyes went wide. "I mean, certainly if you want to, but--"

Phil shook his head, still breathing heavily and clutching the sides of the little cabinet, feeling his legs shake. Clint let out an explosive sigh.

"Good," he said. "No, I can't find the right angle, that's the only trouble. Hmmm," he crowded back into Phil-- one hand, fingers glistening and slick, held away and up, the other sliding up Phil's thigh to his hip and latching on. Phil watched the upraised hand as if it held the secrets to life itself. He felt Clint's chest bump up against his, his hand shift across his back, a whisper hot against his ear: "just trust me, darling, and move." 

Then he bumped off the edge of the cabinet on his way down, nearly collapsing onto the floor as his knees rebelled for a moment. Clint held him up and, in a single movement, spun him around, slid a hand up his shoulders, and pressed him down to his elbows. Phil's forehead hit the mirror and he was caught staring at himself, eyes wide and dark, face flushed, mouth hanging open, chest clawed and tooth-marked. (Which was a thing he ought to remember happening, but somehow didn't.) 

Clint's face was downturned, that dry capable hand rearranging and spreading his hips, tickling his knees to bend, darting around to stroke his erection back to full hardness, then pressing back down against his buttocks. The surety of his motions was matched by nothing Phil had seen from him before, as if lust had unlocked a heretofore unknown level of grace in the man. His fingers still hovered, for a moment, in Phil's line of sight in the mirror.

They disappeared, and Phil braced himself, waiting.

After the longest second Phil had ever experienced, he felt them, tentative, circling him. The jelly was cool on his skin, and he bit off a cry, turning it into a choked catch in his throat.

Clint's head came up, and his eyes met Phil's in the mirror. He bent closer, until he could scatter kisses against Phil's shoulders, but his eyes never left Phil’s, gleaming and dark with need. Phil felt mesmerized, split open as much by that gaze as by the fingers that pressed and played more firmly against him. Clint steadily moved from determination to desperate lust as he circled deeper. Phil found the glimpse of his own countenance in the mirror hard to bear-- it far too open, far too pleading-- but he kept his head up with all the strength he could spare from his knees. He made his vulnerability a gift, and let himself open his thoughts as well as himself to Clint's probing, teasing, demanding-- _oh_.

One finger breached him, wriggling its slick way up inside and beginning to work him open, knuckle grazing-- OH. 

Phil convulsed, eyes snapping shut and opening again as Clint draped himself against his back, sliding the free arm beneath his stomach to support him. He rested his chin on Phil's shoulder now, nipping hard at his earlobe then darting his gaze back up to capture Phil's again.

Phil swallowed, and managed a tremulous smile. Clint's own smile spread against the side of his neck, and it was sly.

The knuckle grazed again, and this time when Phil bucked Clint's grip tightened, holding him in place.

"Hmm," Clint said, the sound proprietary in his throat. Phil tried to gather himself enough to respond, to make a quip or even a plea, but as he did another finger began to brush against his entrance, then twist its way inside. Phil gave up, bowed his head, and moaned softly as he pressed back into the touch, once, again, until he'd buried both fingers inside him and was pumping himself open.

He heard Clint's indrawn breath, and looked up for the half moment it took to see that the man was close to falling apart, lips parted and face flushed to the roots of his hair, as he stared down at his own fingers disappearing into Phil's body.

Phil wriggled a little and pushed back and, when that didn't produce the desired effect, growled out "MORE, Barton."

Clint leapt (hitting Phil's prostate with those maddening knuckles) and complied. The third finger wriggled in beside the others, and all three began to spread and stretch as well as twist. Phil's legs were shaking so hard they were rattling the cabinet.

He looked behind him, over his shoulder, and caught Clint looking over at the window, watching himself in it as his fingers worked in and out of Phil. Even shadowed and blurred, the look on his face was heart-stopping.

"You like that?" Phil asked him gruffly, trying to concentrate enough to get words to form. "Watching yourself open me up?" Clint turned back to him.

"You have no idea," he breathed, "Oh, Phil, you have _no_ idea how long I've wanted to do this--" he twisted-- "how devastating you are--" pumped-- "how I can't... can't believe you're letting me do... _this_ \--" those damn knuckles found their mark, again.

When Phil could think once more, he laughed-- or maybe sobbed. 

"I can't believe you're doing it to me, Clint. Now _please_ get me on that bed before my legs give way, and give me your cock."

" _Fuck_ ," Clint responded.

Phil was facedown on the bed before he could draw breath, scrambling to push himself onto his shoulders as Clint landed on top of him, pulling his hips back and up, positioning his cock and beginning to push.

"Oh," Phil said, or thought he said, as he felt the blunt head breach his entrance and stop, waiting. He pressed back onto it, seating it a little further in, feeling Clint's hands on his hips as they shook, the slap of his forgotten braces against Phil's thighs. Clint groaned, low and ragged. "Yes," Phil managed. "More," and "Please."

Clint obliged.

It was so good to be opened and filled, to feel his muscles tense and flutter around Clint's shaft as he pressed forward, and Phil arched his back and tried to take as much as he could at once, every advance easing an ache within him that went far deeper than he'd imagined. Something so carnal, so hard and desperate, should not give him such a feeling of comfort spreading through every limb. 

For just a moment, Phil lost himself in the incongruous contentment that was melting him as the brushed wool of Clint's open fly pressed hard against his cheeks. 

"Phil? Sir?" He heard Clint's low voice as if from a great distance. "Is everything well? Are you-- can I-- I would really like to _move_ now sir, if I may."

Phil's elbows gave out as he collapsed, chuckling low, at the absurdity of discovering _home_ when his legs were spread wide for the ingress of another man's cock.

No, of _Clint's_ cock-- and his own twitched up at the sheer libidinous rush of that thought and those words. 

" _Please_ ," he growled, and then gasped as Clint immediately suited action to request. The movement might have been gentle, but the sparks of need it sent rolling through Phil's body were anything but. Phil braced himself as best he could against the cotton-stuffed mattress and rocked back, trying to increase the depth of Clint's strokes.

"More, you can do more, Clint," he hissed, and Clint's hands tightened on his hips, fingers digging in as he deepened the dives. He was still moving too gently, and that itch to be filled was building again in Phil, driving him desperately back. "Faster, damnit," he snapped. "You're not going to break me, Mr. Barton, I promise you. I can take whatever you can dish out."

The next forward thrust sent him entirely off his hands and slamming into the padded back of the seat, knees spasming. He yelped. The thrust after that found him braced but cursing.

Behind him Clint gave a devious little chuckle.

"Wasn't me you were worried could be quiet, was it, sir?" He paused for a moment on the backstroke, and Phil tried desperately to gather himself to respond, when Clint's cock obliterated thought and control. One more thrust and Phil's shoulder slammed into the backrest and his knee came off the bed. Clint collapsed over him as they slumped into the mattress, which began to list rather alarmingly and show signs of attempting to slide off the seat.

Clint righted them with one arm tight around Phil's stomach, and Phil kneed the mattress back into place. 

"Blast it," he muttered, and glared at it balefully.

"Better idea," Clint huffed in his ear. "Let me just--" He pulled fully out of Phil and sat, hard, on the much-abused mattress. Phil turned to see Clint re-applying ointment, his cock long and so hard he thought it might start vibrating at any moment. Clint looked up at Phil, grinned, and pulled him over to straddle his lap from behind. The tip of his head nudged at Phil's entrance, and he felt himself twitch for it. 

"Come sit, love," Clint sighed against his shoulder, and eased him gently down. Phil closed his eyes and bit his lip against the sounds that were threatening to break free from his throat, pushed out by the cock that was slowly filling him back up. He let himself fall forward until his hands could catch and brace against the edge of the counter, and rocked backwards.

"Oh," the sound was a hiss against his skin, " _yessss_." 

They rolled against each other, the rocking of the train car adding to the rhythm of their hips, and Phil dropped his head until he could watch his own cock bob with each roll, watch the ripple of the muscles of Clint's thighs under the trouser fabric, the shift of Clint's fingers on Phil's.

"Hm, I'm not the _only_ one who likes to watch," Clint laughed against his neck. Phil brought his head back up, cursed as Clint nipped his shoulder. "Turn your head and look, my dear. Much better view over this way," and he nudged with his nose until Phil turned to look out the window.

It _was_ a good view, more than a good view. In the rushing darkness of the window, Clint was curved around him, one hand braced on his thighs, one wrapped around his bare chest, and the two were moving as one creature. He could see Clint's face now, blurred but nearly as broken as his own. Could watch him bite his lip as he rocked in, tremble as they moved apart. Somehow, Phil's own body looked stronger to him, more powerful and desirable as he saw the way it made Clint come apart, even though he was naked to the world and Clint still partially clothed. 

This seemed slightly unfair, so he lifted himself on a backward stroke, enough to reveal all but the tip of Clint's cock, so erect and blushing. Clint was watching too, eyes nearly black in reflection, and Phil was torn between watching his face and his cock as it disappeared slowly back into him.

"Oh christ," Clint sighed, and Phil wasn't sure whether he laughed or trembled his agreement.

"Yes," he whispered as Clint drew out of him again, "oh, yes, beautiful, yes, look at you, love, look, _look_." 

"I am," Clint pressed a quick kiss to his shoulder as he slid in, "I am. Do you see what you do to me? What you've always done? Phil-- do you see how you undo me?"

"I do," Phil wasn't sure whether he said it aloud, it was so soft. Clint's cock drew him closer and closer to the edge as it brushed inside of him, teased him in the window as it drew out. His legs were trembling at such a rate that he couldn't tell whether it was of their own volition or the vibrations of the rails rushing by under their feet. 

"I see _you_ ," Clint continued, "see the way you ache for me, see how gorgeous you are, so desperate to have me deep inside you and," his hand drifted down Phil's chest, nails dragging in chest hair as it went, and wrapped itself around Phil's quivering cock, "I see how much you need _this_ , need me taking you apart. _Phil_ , how could you ever--" he thrust in again as he pulled at Phil's cock, " _ever_ ," another thrust, another rough stroke, "doubt how truly incredible you are? Look at you, look, look," each word matched a stroke and a roll of hips, and Phil wasn't sure which of the three was going to push him over the edge, "look, love, look, fuck, darling, look, come, dearest, come for me, come, come, _come_." 

And Phil was. In long jets that glinted white in the window, in every limb of his body as he shook apart against Clint's words and cock and fingers, in groans that he choked back desperately as he alternated between watching himself fall apart and watching Clint gasp quietly behind him. 

At some point in the process, Clint stiffened, and he saw it as much as felt it as the man's entire body went rigid under him, jerked back and slammed forward, lifting them both off the bed an inch as he climaxed too. His face crumpled, eyes squeezed shut, and he was sobbing soundlessly as he pulsed deep inside Phil.

They collapsed to their knees on the floor, Clint still mostly inside Phil. When Phil's mind came back into his body, he realized he was pressed up against the lacquer cabinet, his own come smearing on the cabinet door and his chest hair. Clint was still drawing shuddering breaths behind him, hot on his neck, as he tried to gather himself together.

"Jesus fuck," Clint said, eventually. Phil huffed, then reached one hand up blindly and patted around on the top of the cabinet until he found Clint's discarded towel, and pulled.

He fumbled it behind him until it was taken from his hands. Clint peeled himself away, and Phil sagged back against the bed.

Eventually it was his turn to clean up, and he found himself laughing helplessly as he started on the mess on the door of the cabinet. Clint joined in, from somewhere up on the bed, and Phil turned to find that the rustling he'd heard was Clint finally shucking his trousers and undergarments.

His mouth went dry.

"You utter bastard," he managed in an undervoice, " _now_ you let me see you naked?" 

Clint's grin was clearly attempting to be sly, but overshot into delighted.

"I was just a bit impatient, by that point. I'll try to be more naked next time if you'll agree to be less irresistibly arousing."

"Hmph," Phil said, and covered his blush by climbing up and pulling the blankets out from underneath Clint. "Budge over."

Squeezing two well-grown men onto a sleeper car mattress barely big enough, in the normal way, for one required some careful negotiation of limb placement, but they were eventually settled. Phil's bottom was hanging off the bed perhaps a tad more than was strictly ideal, but Clint's leg was thrown over his far enough to provide an anchor. Clint's head had ended up nestled under his chin, and Phil could finally feel the silky sweep of those exceptionally broad shoulders under his hands. They both shook a little to the motion of the train as it rumbled along in the night.

"This isn't going to work for long," Phil heard himself say regretfully after a moment, and felt Clint tense around him. 

"Can we enjoy it while it lasts then?" Clint whispered, breath warm against the hollow at the base of his neck.

"Of course we can, I'll just note I'm the one likely to fall out of the bed here." 

"Oh!" Clint's tension flooded away so suddenly it was as if it had never come. "Well." His arm and leg squeezed tighter around Phil. "I'll do my best to prevent that, sir." Phil chuckled into his forehead, and nearly asked what Clint had thought he meant, when it hit him.

Ah.

"It's not," he said, offering the words with a carefully light touch, "as though we won't have many other opportunities, in far better circumstances. If you want to."

"Of course I do, sir," Clint sighed, and burrowed in with his chin. "As always, I'll back your play no matter what."

"'Sir' is it already, Clint?" Phil pulled back, trying to see his face. Clint looked up at him, all clear eyes through impossibly long lashes, and smiled.

"Habit. Not one I want to break, unless you make me."

"It does make me feel a bit queer to have you call me sir after all this. An old man taking advantage of your trust." Clint surged against him, nearly knocking them both into the cabin wall in his quest to get his lips onto Phil's. The kiss was sharp, his teeth sharper. The full weight and power of his form all came to rest against Phil for a moment.

"Stop that, Phil. I will not have anyone calling my lover an 'old man,' least of all you. If there was any advantage being taken, it was entirely the other way around. So let me set that particular worry to rest. Natasha and I haven't been in need of your employment or Fury's in ages. Yes, in the early days you saved us from, well, some sort of dire end, I'm sure. I've been my own man for years now. You couldn't afford us anymore if we didn't prefer working for you. I call no-one 'sir' that I don't respect. And I have the utmost respect for you." 

"Respect, is it," Phil grumbled through what he was sadly sure was a full-body blush. "That's what that was?"

"Certainly. Among many, many other things. Phil," Clint leaned down to kiss him once more, quickly. "Tell me the plan, and I'll follow it. You. Anywhere."

"Clint, I had no plan for this, you caught me entirely by surprise. It's a not infrequent occurrence with you."

"Really?" Clint settled back down into the crook of his neck. "I would never have suspected. You always seem completely in control."

"Good heavens no; I'm often improvising entirely. Over the course of our association I like to think I've developed a certain facility for it. I suppose, since you ask me to, I can think of a suggestion or two for a path forward."

"Oh, can you? What sorts of suggestions?" 

"Ah, well. Tomorrow night, for example," Phil continued, kissing his hair at intervals, "we'll be in Paris. We may have to stay there for a while. I'm afraid we're going to have many loose ends to tie up."

"Will we?"

"We will. For instance," Phil let his hand slide down the curve of Clint's side, to cup the swell of his buttocks, "you did seem to indicate you wouldn't be averse to changing positions, the next time out." Clint raised his head, and his smile was oddly shy.

"Not at all averse. It would be far from the first time. Since you mention it, in fact, nearly all my previous... interactions with men have been the other way around." Phil blinked down at him.

"Have they really?" Clint nodded, chin digging into Phil's ribs. "Well, um," his mouth felt dry. "You're a remarkably quick study then. I shudder to think what you'll be like with a little more experience behind you."

"I pay attention," Clint said. "And always happy to improve my skills. I wouldn't want you to grow tired--damn and blast!" Phil wasn't sure what had happened to cause the curse, as he was too busy tumbling backwards off the bed and landing, hip first, on the floor of the cabin. His head followed with a sharp thwack, and he lay, for a moment, spread-eagled, until he was certain the train was done bucking and had not, in fact, derailed.

"I think," he said, dazed, "that's a sign we're done with this talk for tonight. We'll have plenty of time in Paris, Clint." He grasped Clint's hand where it appeared over the side of the bed and pulled himself up on it. "And after," he added, kissing Clint gently. "Often after, I hope." Clint smiled back at him and tried to pull him back onto the narrow bed. 

Phil shook his head.

"No, we'll never get to sleep that way, no matter how much I want to be back in your arms. Separate bunks for tonight." He caressed the moue of disappointment off Clint's face, resolutely ignored how round and limpid he'd made his eyes, and turned towards the connecting door. 

He was already into the other cabin and turning back the covers when Clint's soft chuckle stopped him. Phil turned and raised a questioning eyebrow at him.

"That's my cabin," Clint told him, smirking.

"Ah," Phil looked back down at it, "so it is. Well. No difference." Then he slipped beneath the cool sheets, and settled himself in. He deliberately took his time with it, adjusting and smoothing the covers just so, plumping the pillow and cuddling into it. When he was finally set, he looked back through the dark cabin to the light one, where Clint was propped up on one elbow, watching him fondly.

"Best turn off the light and close your blind, Barton," Phil said to him. "You never know when there might be a water stop. You’re not exactly dressed for polite company."

"Neither are you sir," Clint replied, but he did as he was told. "Or when Stark might come by wreaking havoc." Phil frowned, and jiggled the lock on Clint's door experimentally. 

"Well. Hopefully he's had enough fun for tonight."

"Two in the morning," Clint drawled. "You watch and see. Goodnight, Phil."

"Goodnight, Clint," Phil told him, and closed his eyes. The motion of the train, back and forth, up and down, and always, always onward, rocked him gently to sleep. He listened to Clint breathe through the open door as they rode the rails far into the night.

Clint was incorrect in one particular: it was nearly quarter after three when Stark set off an explosion in one of the baggage cars.

Fin

**Author's Note:**

> Now with bonus scene [here](http://kat-har.tumblr.com/post/76156854031/sunday-scene-jacquard-pyjamas)!
> 
> I can always be found on tumblr, [here](http://kat-har.tumblr.com), and I would hug and squeeze and obsessively re-read your comments, if you were to leave them below.


End file.
